NON-EXECUTIVE DIRECTORS’ FEES GUIDE...market capitalisation as at 11 June 2019. JSE Altx companies...
Transcript of NON-EXECUTIVE DIRECTORS’ FEES GUIDE...market capitalisation as at 11 June 2019. JSE Altx companies...
NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
© IoDSA 2019. All rights reserved.
Table of contents
1. INTRODUCTION .......................................................................................................................... 3
2. HOW TO USE THE GUIDE .......................................................................................................... 3
2.1 CATEGORISATION OF COMPANIES .................................................................................... 4
2.2 HOW TO READ THE FEE TABLES ........................................................................................ 4
3. FEE STRUCTURES ..................................................................................................................... 5
4. ANNUAL FEES ............................................................................................................................. 6
4.1 BOARD .................................................................................................................................... 6
4.2 AUDIT COMMITTEE ............................................................................................................... 7
4.3 SOCIAL AND ETHICS COMMITTEE ...................................................................................... 8
4.4 NOMINATION COMMITTEE ................................................................................................... 9
4.5 REMUNERATIOIN COMMITTEE .......................................................................................... 10
4.6 RISK COMMITTEE ............................................................................................................... 11
4.7 OTHER COMMITTEES ......................................................................................................... 12
Disclaimer
The information contained in this fees guide is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although every endeavour is made to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. The information contained in this fees guide are merely guidelines for information purposes only, and as such no action should be taken without first obtaining appropriate professional advice. The IoDSA shall not be liable for any loss or damage whether direct, indirect, and consequential or otherwise which may be suffered, arising from any cause in connection with anything done or not done pursuant to the information presented herein. All copyright in this paper subsists with the IoDSA, and extracts of this paper may only be reproduced with acknowledgement to the Institute of Directors in South Africa.
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
1. INTRODUCTIONNon-executive directors (NEDs) are responsible for making critical strategic decisions and for overseeing the management of a company without the benefit of observing the business on a full -time basis. They also carry significant potential risk and liability. This requires particular skills, knowledge, experience and business judgement, for which they need to be fairly remunerated. However, determining fair remuneration is complicated due to the following:
non-executive directors’ contributions are made in a number of different ways, requiring differenttime commitments;
there is no consistency on the prescribed number and duration of standing meetings per annum;and
there is no uniform method of remunerating NEDs.
The information contained in this guide was derived from a desktop review of publicly available data
extracted from 178 JSE listed companies, including the Altx companies
The purpose of this guide is to provide high-level insights for boards, and specifically remuneration
committees, around:
the various NED fee structures being utilised; and
the average annual fees for board and committee members.
2. HOW TO USE THE GUIDEThere is no one-size fits all solution to determining what you should pay your NED. A number of factors will need to be considered when determining what would be fair remuneration in the specific circumstances, such as:
the size of the organization;
the industry and complexity of the business;
the number of meetings the NED is expected to attend;
the time commitment required of the NED; and
the level of experience, skill and knowledge the NED brings to the board.
The average annual fees displayed below are not recommended rates by the IoDSA and are intended
as a guide only. Each company will need to determine what remuneration will be reasonable in light of
the above factors. A remuneration specialist should be engaged for more accurate company specific
NED benchmarking.
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
© IoDSA 2019. All rights reserved.
2.1 CATEGORISATION OF COMPANIES
For purposes of the research, the JSE listed companies were divided into 3 size categories based on
market capitalisation as at 11 June 2019. JSE Altx companies are displayed separately to represent
small to medium companies (SMEs). The research was conducted on the basis of the most recent
AGM notices and/or year end reports, ranging over the last 2018/2019 year end period.
Level Number of companies Market Cap
Minimum Maximum
Large 80 (out of 101) R 10 000 000 000 Unlimited
Medium 37 (out of 130) R 1 000 000 000 R 9 999 999 999
Small 39 (out of 136) R 0 R 999 999 999
Altx 22 (out of 43) N/A N/A
2.2 HOW TO READ THE FEE TABLES
Each fee table is broken down based on the above 4 levels/categories of companies.
Step 1: Identify based on your organisation’s market capitalization under which level your company
falls under.
Each section provides you with the fees for the chair, the lead independent director and ordinary
member listed from lowest to highest fees paid in that category.
Step 2: Look at the fee tables prescribed for that company level and thereafter the applicable positon .
The tables show in addition to the lowest and highest fees paid:
- 25th percentile: this means 25% of the group earn that annual fee or less
- 50th percentile: this means 50% of the group earn that annual fee or less
- Average: this is the average annual fees paid in that category
- 75th percentile: this means 75% of the group earn that annual fee or less
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
3. FEE STRUCTURESFrom the 178 companies reviewed, the following types of fee structures where used to remunerate
NEDS:
As can be seen from the table, the majority of companies prefer to pay an annual retainer.
Notwithstanding the fee structure used, the majority of companies paid additional fees for travel and
other disbursements as well as ad hoc meetings fees on a daily or hourly basis, where relevant.
Level Sample size Annual
retainer
Fees per
meeting Combination
Share based
fees
Large 80 78% 0% 23% 0%
Medium 37 65% 0% 32% 3%
Small 39 62% 13% 26% 0%
Altx 22 77% 5% 18% 0%
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
© IoDSA 2019. All rights reserved.
4. ANNUAL FEES
4.1 BOARD
Large Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 307 099 R 1 028 000 R 1 729 957 R 3 167 526 R 4 860 000 R 16 100 000
Lead
Independent R 110 000 R 310 600 R 607 000 R 766 172 R 840 000 R 2 912 000
Member R 103 456 R 307 099 R 414 600 R 646 444 R 808 500 R 2 980 488
Medium Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R195 895 R 571 675 R 735 000 R845 254 R 1 052 120 R 1 802 000
Lead
Independent R 209 000 R 391 000 R 464 576 R 527 169 R 742 000 R 1 014 695
Member R 120 000 R 225 750 R 287 000 R 305 382 R 371 000 R 672 165
Small Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 96 000 R 250 000 R 350 000 R 415 019 R 503 533 R 1 189 163
Lead
Independent R 160 000 R 300 000 R 322 000 R 337 772 R 435 000 R 488 896
Member R 26 550 R 147 233 R 200 000 R 191 856 R 250 000 R 352 632
Altx Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 50 000 R 132 000 R 309 780 R 363 243 R 330 000 R 1 623 830
Lead
Independent R 48 000 R 48 000 R 48 000 R48 000 R 48 000 R 48 000
Member R 40 000 R 90 000 R 168 400 R 174 927 R 220 000 R 450 000
Note: A majority of the companies pay an ad hoc hourly or daily rate for NED participation in extraordinary
meetings or additional meetings above the annual requirement.
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
4.2 AUDIT COMMITTEE
Large Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 64 908 R 263 148 R 340 000 R 440 829 R 473 000 R 1 835 723
Member R 42 600 R 146 378 R 174 000 R 213 814 R 243 000 R 846 124
Medium Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 61 712 R 171 900 R 213 904 R 217 168 R 261 000 R 436 560
Member R 30 000 R 82 750 R 126 411 R 116 237 R 152 185 R 222 600
Small Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 25 606 R 70 600 R 126 000 R 143 574 R 188 800 R 386 634
Member R 12 803 R 48 000 R 68 000 R 84 888 R 100 000 R 293 723
Altx Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 25 000 R 35 504 R 52 647 R 85 727 R 180 000 R 253 060
Member R 12 803 R 29 200 R 38 290 R 44 840 R 53 287 R 143 301
Note: 49% of the total sample of companies have a standalone Audit Committee, while 45% have a
combined Audit and Risk committee, and 6% have a combined variation of a committee incorporating the
audit function.
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4.3 SOCIAL AND ETHICS COMMITTEE
Large Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 16 400 R 107 100 R 191 000 R 224 773 R 261 453 R 955 412
Member R 13 100 R 71 526 R 103 371 R 120 108 R 147 000 R 477 704
Medium Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 27 000 R 100 000 R 123 830 R 123 154 R 152 185 R 219 800
Member R 9 000 R 46 150 R 67 980 R 66 073 R 98 462 R 126 820
Small Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 12 803 R 35 300 R 54 400 R 83 969 R 114 915 R 379 456
Member R 7 500 R 26 000 R 38 160 R 50 011 R 38 160 R 293 723
Altx Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 8 876 R 20 000 R 25 000 R 58 497 R 37 100 R 300 000
Member R 5 899 R 15 600 R 19 138 R 25 737 R 25 000 R 102 357
Note: 77% of the total sample of companies have a standalone Social and Ethics committee, while 23%
have a combined variation of the Social and Ethics committee incorporating other functions e.g.
sustainability, transformation and/or governance.
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
4.4 NOMINATION COMMITTEE
Large Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 7 300 R 114 500 R 185 000 R 261 552 R 261 453 R 1 395 000
Member R 7 300 R 71 321 R 109 800 R 131 668 R 165 439 R 477 704
Medium Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 9 000 R 68 708 R 144 000 R 101 813 R 145 500 R 168 953
Member R 8 628 R 41 086 R 79 500 R 64 553 R 97 000 R 127 200
Small Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 31 604 R 45 000 R 76 610 R 64 791 R 85 000 R 126 000
Member R 11 236 R 30 000 R 51 300 R 41 853 R 57 500 R 67 000
Altx
Only 1 Altx listed company had a Nomination Committee, which was chaired by the Board Chair. The
Nomination Committee Chair’s fee was therefore included in the Chair’s Board fee. The Nomination
Committee member fee amounted to R19 138.
Note: 56% of the total sample of companies have a standalone Nomination Committee, and 14% have a
combined Nomination and Remuneration Committee. 5% have a combined variation of a Nomination
Committee incorporating aspects of ethics and governance.
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4.5 REMUNERATION COMMITTEE
Large Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 12 900 R 158 250 R 233 800 R 316 972 R 362 000 R 1 395 000
Member R 10 300 R 90 000 R 115 886 R 149 022 R 280 000 R 645 236
Medium Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 27 000 R 100 000 R 133 400 R 132 560 R 178 000 R 246 850
Member R 15 000 R 50 002 R 75 000 R 73 350 R 100 000 R 183 750
Small Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 10 000 R 45 000 R 75 600 R 97 240 R 127 255 R 397 456
Member R 6 000 R 30 000 R 48 000 R 58 100 R 80 550 R 293 723
Altx Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 10 000 R 45 000 R 75 600 R 97 240 R 127 255 R 397 456
Member R 7 800 R 30 000 R 48 000 R 58 100 R 80 550 R 293 723
Note: 59% of the total sample of companies have a standalone Remuneration Committee, with 14% of the
companies having a combined Remuneration and Nomination Committee. 6% have a combined variation of
a committee addressing remuneration.
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
4.6 RISK COMMITTEE
Large Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 48 000 R 224 009 R 289 000 R 382 992 R 455 000 R 1 692 244
Member R 48 000 R 117 872 R 147 000 R 183 673 R 200 000 R 846 124
Medium Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 69 024 R 111 450 R 174 500 R 144 691 R 183 750 R 200 000
Member R 34 512 R 61 180 R 97 500 R 79 410 R 100 000 R 105 000
Small Lowest 25th
Percentile
50th Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 30 000 R 45 000 R 173 000 R 121 874 R 235 370 R 235 370
Member R 15 000 R 42 000 R 72 000 R 61 954 R 89 000 R 117 680
Altx
None of the Altx companies surveyed have a Risk Committee.
Note: 45% of the total sample of companies have a combined Risk and Audit committee. 23% have a
standalone Risk Committee, and 12% have a combined variation of risk, compliance, IT and other
committee.
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
© IoDSA 2019. All rights reserved.
4.7 OTHER COMMITTEES
Other committees vary according to the business and sector in which an organization operates, and is thus
company specific. All committees which did not fall within the King IV recommended or statutory
committees covered above where grouped under this “other committees” category. The most common of
the other committees across all the categories of companies was an investment committee, followed by an
acquisitions committee and IT committee. Human resources, transformation and sustainability were also
common areas which were either standalone or more often added to one of the common committees
covered above.
Large Lowest 25th
Percentile
50th
Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 32 508 R 199 000 R 228 960 R 295 947 R 311 817 R 1 750 000
Member R 27 850 R 100 768 R 133 926 R 154 480 R 164 000 R 560 000
Medium Lowest 25th
Percentile
50th
Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 24 760 R 113 955 R 125 691 R 127 793 R 200 000 R 212 000
Member R 13 600 R 39 396 R 96 000 R 74 940 R 111 840 R 127 200
Small Lowest 25th
Percentile
50th
Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 25 606 R 40 000 R 48 000 R 99 845 R 209 185 R 249 500
Member R 16 800 R 25 440 R 89 000 R 73 233 R 124 740 R 183 029
Altx Lowest 25th
Percentile
50th
Percentile/
Median
Average/
Mean
75th
Percentile Highest
Chair R 16 854 R 25 000 R 25 606 R 30 851 R 52 647 R 52 647
Member R 11 236 R 13 000 R 38 290 R 26 505 R 45 000 R 45 000
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NON-EXECUTIVE DIRECTORS’ FEES GUIDE 6TH EDITION
NOTES
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